Form 8-K/A B&G Foods, Inc. For: Oct 14

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As filed with the Securities and Exchange Commission on December�16, 2014

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM�8-K/A

(Amendment No.�2)

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CURRENT REPORT

Pursuant to Section�13 or 15(d)�of the

Securities Exchange Act of 1934

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Date of report (Date of earliest event reported):� October�14, 2014

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B&G Foods,�Inc.

(Exact name of Registrant as specified in its charter)

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Registrant�s telephone number, including area code:� (973) 401-6500

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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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o Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01.��������������������������� Entry into a Material Definitive Agreement.

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The information set forth below in Item 5.02 regarding Robert C. Cantwell�s second amended and restated employment agreement is incorporated by reference into this Item 1.01.

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Item 5.02.��������������������������� Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On October�16, 2014, B&G Foods,�Inc. filed a Current Report on Form�8-K to report the promotion of Robert C. Cantwell, B&G Foods� Executive Vice President of Finance and Chief Financial Officer, to the position of President and Chief Executive Officer, effective on January�1, 2015 following the retirement of David L. Wenner, B&G Foods� current President and Chief Executive Officer.� This amendment updates Item 5.02 in the original report (as previously amended by the first amendment to the original report filed on October�24, 2014) to disclose additional information regarding compensatory arrangements of Mr.�Cantwell.

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Second Amended and Restated Employment Agreement with Mr.�Cantwell.

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Overview; Base Salary.� On December�16, 2014, B&G Foods entered into a second amended and restated employment agreement with Mr.�Cantwell, which we refer to in this report as the �amended agreement.�� The amended agreement provides that Mr.�Cantwell will be employed as our President and Chief Executive Officer at a base salary of $700,000 or such higher figure as may be determined at an annual review of his performance and compensation by the compensation committee of our board of directors.� The amended agreement also provides that Mr.�Cantwell will continue to serve as our Chief Financial Officer on an interim basis until a replacement Chief Financial Officer is hired.

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Term.� The term of the amended agreement is for one year commencing on January�1, 2015 and ending on December�31, 2015, subject to automatic one-year extensions, unless earlier terminated.� The amended agreement may be terminated by Mr.�Cantwell at any time for any reason, provided that he gives us 60 days advance written notice of his resignation, subject to special notice rules�in certain instances as described below, including a change in control or a deemed termination �without cause.�

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The amended agreement may also be terminated by B&G Foods for any reason, including for �cause� (we must give 60 days� advance written notice if the termination is without cause).� As defined in the amended agreement, a termination for cause includes termination by us due to conviction of a felony or any other crime involving moral turpitude, whether or not relating to Mr.�Cantwell�s employment; habitual unexcused absence from the facilities of B&G Foods; habitual substance abuse; willful disclosure of material confidential information of B&G Foods and/or its subsidiaries or other affiliates; intentional violation of conflicts of interest policies established by our board of directors; wanton or willful failure to comply with the lawful written directions of our board of directors; and willful misconduct or gross negligence that results in damage to the interests of B&G Foods and its subsidiaries or other affiliates.� Mr.�Cantwell will be considered to be terminated without cause if he resigns because we have substantially changed or altered Mr.�Cantwell�s authority or duties so as to effectively prevent him from performing the duties of the President and Chief Executive Officer as defined in the amended agreement, or require that his office be located at and/or principal duties be performed at a location more than 45 miles from the present headquarters located in Parsippany, New Jersey.� In this event, Mr.�Cantwell must notify us within 30 days and must allow us 30 days to restore his duties.

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Mr.�Cantwell will also be considered to be terminated without cause if he terminates his employment following a change in control if after the change in control he is not the President and Chief Executive Officer with duties and responsibilities substantially equivalent to those described in the amended agreement or is not entitled to substantially the same benefits as set forth in the amended agreement. In this event, Mr.�Cantwell must give us written notice of his resignation within 90 days after the change in control.

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Annual Bonus Awards.� Mr.�Cantwell is eligible to earn additional annual incentive compensation under our annual bonus plan, in amounts ranging from 0% of his base salary at �threshold� to 100% of his base salary at �target� to 200% of his base salary at �maximum,� if performance benchmarks, as defined in the annual bonus plan, are met.

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Long-Term Incentive Awards.� Mr.�Cantwell is also entitled to participate in B&G Foods� long-term incentive plans, as shall be adopted and/or modified from time to time by the compensation committee.� Mr.�Cantwell is eligible to earn long-term incentive awards as a percentage of his base salary on the grant date of such awards. The percentages of base salary that Mr.�Cantwell is eligible to earn in accordance with the long-term incentive awards based on performance range from 75% at �threshold� to 150% at �target� to 300% at �maximum,� as such terms are defined in the awards.

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Other Benefits.� Mr.�Cantwell is also entitled to (1)�receive individual disability and life insurance coverage, (2)�receive other executive benefits, including a car allowance of $10,000 per year and a mobile phone allowance, (3)�participate in all employee benefits plans maintained by B&G Foods for our employees, and (4)�receive other customary employee benefits.

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Severance Benefits.� In the case of termination by us without cause, termination by us due to the Mr.�Cantwell�s disability or death, or a resignation by Mr.�Cantwell described above that is considered to be a termination by us without cause (including upon a change of control subject to the occurrence of the second trigger described above), the amended agreement provides that he will receive the following severance benefits, in addition to accrued and unpaid compensation and benefits, for a severance period of two years: (1)�salary continuation payments for each year of the severance period in an amount per year equal to 200% of his then current annual salary, (2)�continuation during the severance period of medical, dental, life insurance and disability insurance for Mr.�Cantwell, his spouse and his dependents, or if the continuation of all or any of the such benefits is not available because of his status as a terminated employee, a payment equal to the market value of such excluded benefits, (3)�if allowable under B&G Foods� qualified defined benefit pension plan in effect on the date of termination, two additional years of service credit under the qualified defined benefit pension plan, and (4)�outplacement services.

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Elimination of Excise Tax Gross Up.� The amended agreement eliminates the provision from the original agreement granting Mr.�Cantwell a tax gross up for any excise tax imposed by Internal Revenue Code Section�4999 on severance payments and other benefits upon a change of control of B&G Foods.� These gross up payments would have been made only if Mr.�Cantwell received �excess parachute payments� within the meaning of Internal Revenue Code Section�280G.� As amended, the agreement now provides that, if an excise tax would be due, severance payments and/or benefits under the employment agreement or otherwise upon a change of control will be reduced if, and to the extent, such a reduction would result in a greater after-tax return to Mr.�Cantwell than his receiving all of the severance payments and benefits and paying the resulting excise tax.

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Non-Competition Agreement.� During Mr.�Cantwell�s employment and for one year after his voluntary resignation or termination for cause, Mr.�Cantwell has agreed that he will not be employed or otherwise engaged by any food manufacturer operating in the United States that directly competes with our business.� Receipt of the severance benefits described above after a voluntary resignation or termination for cause is contingent on Mr.�Cantwell�s compliance with this non-competition agreement.

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A copy of the amended agreement is attached to this report as Exhibit�10.1.

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Executive Officer Option Grants

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In connection with Mr.�Cantwell�s appointment to President and Chief Executive Officer described above, the compensation committee on December�11, 2014, approved the grant of awards of

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non-qualified stock options to Mr.�Cantwell and each of B&G Foods� other executive officers pursuant to the B&G Foods 2008 Omnibus Incentive Compensation Plan and individual stock option agreements.� The stock options have an exercise price of $30.94, the closing market price of B&G Foods� common stock on the date of grant.� The stock options vest on December�11, 2017, the third anniversary of the date of grant, subject to cancellation or acceleration as provided in the individual stock option agreements.� Attached as Exhibit�10.2 to this report is the form of stock option agreement approved by the compensation committee for these stock options and which sets forth the terms of the stock options.� The following table sets forth the stock options that were granted to Mr.�Cantwell and each of the other executive officers.

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*���� As described above, Mr.�Cantwell�s appointment to the position of President and Chief Executive Officer is effective January�1, 2015.� He will also continue to serve as Chief Financial Officer until a replacement for that position is hired.

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Item 9.01.� Financial Statements and Exhibits.

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit�10.1

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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

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THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December�16, 2014, by and between B&G FOODS,�INC. (hereinafter the �Corporation�) and ROBERT C. CANTWELL (hereinafter �Cantwell�).

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WHEREAS, Cantwell and the Corporation entered into that certain Employment Agreement, as amended by a First Amendment dated October�13, 2004 and amended and restated by an Amended and Restated Employment Agreement dated as of December�31, 2008 (as so amended and restated, the �Original Agreement�);

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WHEREAS, Cantwell and the Corporation desire to amend and restate the Original Agreement in its entirety as set forth herein.

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NOW THEREFORE, in consideration of the material advantages accruing to the two parties and the mutual covenants contained herein, the Corporation and Cantwell agree with each other to amend and restate the Original Agreement, and the Original Agreement is hereby amended and restated in its entirety as follows

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1.������������������������������������� Effective Date.� For purposes of this Agreement, the �Effective Date� shall mean January�1, 2015.

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2.������������������������������������� Employment. Cantwell will render full-time professional services to the Corporation and, as directed by the Corporation, to its subsidiaries or other Affiliates (as defined in Section�3 below), in the capacity of President and Chief Executive Officer (and, if a replacement Chief Financial Officer is not acting in such capacity by the Effective Date, in the capacity of Chief Financial Officer on an interim basis until such replacement is hired), under the terms and conditions of this Agreement.� He will at all times, faithfully, industriously and to the best of his ability, perform all duties that may be required of him by virtue of his position as President and Chief Executive Officer (and during such interim period, if any, as chief financial officer) and in accordance with the directions and mandates of the Board of Directors of the Corporation.� It is understood that these duties shall be substantially the same as those of a president and chief executive officer (and during such interim period, if any, as those of a Chief Financial Officer) of a similar business corporation engaged in a similar enterprise. Cantwell is hereby vested with authority to act on behalf of the Corporation in keeping with policies adopted by the Board of Directors, as amended from time to time.� Cantwell shall report solely and directly to the Board of Directors.

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3.������������������������������������� Services to Subsidiaries or Other Affiliates. The Corporation and Cantwell understand and agree that if and when the Corporation so directs, Cantwell shall also provide services to any subsidiary or other Affiliate (as defined below) by virtue of his employment under this Agreement.� If so directed, Cantwell agrees to serve as President and Chief Executive Officer (an during an interim period, if any, as Chief Financial Officer) of such subsidiary or other Affiliate of the Corporation, as a condition of his employment under this Agreement, and upon the termination of his employment under this Agreement, Cantwell shall no longer provide such services to the subsidiary or other Affiliate. The parties recognize and agree that Cantwell shall perform such services as part of his overall professional services to the Corporation but that

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in certain circumstances approved by the Corporation he may receive additional compensation from such subsidiary or other Affiliate.� For purposes of this Agreement, an �Affiliate� is any corporation or other entity that is controlled by, controlling or under common control with the Corporation. �Control� means the direct or indirect beneficial ownership of at least fifty (50%) percent interest in the income of such corporation or entity, or the power to elect at least fifty (50%) percent of the directors of such corporation or entity, or such other relationship which in fact constitutes actual control.

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4.������������������������������������� Term of Agreement. The initial term of Cantwell�s employment under this Agreement shall commence on the Effective Date and end on December�31, 2015; provided that unless notice of termination has been provided in accordance with Section�7(a)�at least sixty (60) days prior to the expiration of the initial term or any additional twelve (12) month term (as provided below), or unless this Agreement is otherwise terminated in accordance with the terms of this Agreement, this Agreement shall automatically be extended for additional twelve (12) month periods (the �Term�).

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5.������������������������������������� Base Compensation. During the Term, in consideration for the services as President and Chief Executive Officer required under this Agreement, the Corporation agrees to pay Cantwell an annual base salary of Seven Hundred Thousand Dollars ($700,000), or such higher figure as may be determined at an annual review of his performance and compensation by the Compensation Committee of the Board of Directors.� The annual review of Cantwell�s base salary shall be conducted by the Compensation Committee of the Board of Directors within a reasonable time after the end of each fiscal year of the Corporation and any increase shall be retroactive to January�1st�of the then current Agreement year. The amount of annual base salary shall be payable in equal installments consistent with the Corporation�s payroll payment schedule for other executive employees of the Corporation. Cantwell may choose to select a portion of his compensation to be paid as deferred income through qualified plans or other programs consistent with the policy of the Corporation and subject to any and all applicable federal, state or local laws, rules�or regulations.

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6.������������������������������������� Other Compensation and Benefits. During the Term, in addition to his base salary, the Corporation shall provide Cantwell the following:

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(a)�������������������������������� Incentive Compensation.

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(i)������������������������������������ Annual Bonus Plan.� Cantwell shall participate in the Company�s annual bonus plan (the �Annual Bonus Plan�), as shall be adopted and/or modified from time to time by the Board of Directors or the Compensation Committee. Annual Bonus Plan awards are calculated as a percentage of Cantwell�s base salary on the December�31st�closest to the last day of the Annual Bonus Plan performance period.� The percentages of base salary that Cantwell is eligible to receive in accordance with the Annual Bonus Plan based on performance range from 0% at �Threshold� to 100% at �Target� and to 200% at �Maximum,� as such terms are defined in the Annual Bonus Plan.� Annual Bonus Plan awards are payable no later than the 15th day of the third month following the end of each fiscal year of the Corporation.

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(ii)��������������������������������� Long-Term Incentive Compensation.� Cantwell shall participate in the Company�s long-term incentive plans (the �Long-Term Incentive Plans�), as shall be adopted

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and/or modified from time to time by the Board of Directors or the Compensation Committee.� Cantwell shall be eligible to earn Long-Term Incentive Plan awards (�LTIAs�) calculated as a percentage of Cantwell�s base salary on the grant date of such LTIAs.� The percentages of base salary that Cantwell is eligible to earn in accordance with the LTIAs based on performance range from 75% at �Threshold� to 150% at �Target� to 300% at �Maximum,� as such terms are defined in the LTIAs.� LTIAs are payable no later than the 15th day of the third month following the end of the final fiscal year of the Corporation of the applicable performance period.

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(iii)������������������������������ Other Incentive Compensation.� In addition, Cantwell shall be eligible to participate in all other incentive compensation plans, if any, that may be adopted by the Corporation from time to time and with respect to which the other executive employees of the Corporation are eligible to participate.

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(b)�������������������������������� Vacation. Cantwell shall be entitled to five (5)�weeks of compensated vacation time during each year, to be taken at times mutually agreed upon between him and the Chairman of the Board of Directors.� Vacation accrual shall be limited to the amount stated in the Corporation�s policies currently in effect, as amended from time to time.

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(c)��������������������������������� Sick Leave and Disability. Cantwell shall be entitled to participate in such compensated sick leave and disability benefit programs as are offered to the Corporation�s other executive employees.

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(d)�������������������������������� Medical and Dental Insurance. Cantwell, his spouse, and his dependents, shall be entitled to participate in such medical and dental insurance programs as are provided to the Corporation�s other executive employees.

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(e)��������������������������������� Executive Benefits And Perquisites. Cantwell shall be entitled to receive all other executive benefits and perquisites to which all other executive employees of the Corporation are entitled.

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(f)���������������������������������� Automobile and Cellular Phone. The Corporation agrees to provide Cantwell with a monthly automobile allowance of $833.33 and to provide for the use by Cantwell of a cellular telephone at the Corporation�s expense.

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(g)��������������������������������� Liability Insurance. The Corporation agrees to insure Cantwell under the appropriate liability insurance policies, in accordance with the Corporation�s policies and procedures, for all acts done by him within the scope of his authority in good faith as President and Chief Executive Officer throughout the Term.

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(h)�������������������������������� Professional Meetings and Conferences. Cantwell will be permitted to be absent from the Corporation�s facilities during working days to attend professional meetings and such continuing education programs as are necessary for Cantwell to maintain such professional licenses and certifications as are required in the performance of his duties under this Agreement and to maintain his status as a certified public accountant, and to attend to such outside professional duties as have been mutually agreed upon between him and the Chairman of the Board of Directors.� Attendance at such approved meetings and programs and accomplishment of approved professional duties shall be fully compensated service time and shall not be considered vacation time. The Corporation shall reimburse Cantwell for all reasonable expenses incurred by

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him incident to attendance at approved professional meetings and continuing education programs, and such reasonable entertainment expenses incurred by Cantwell in furtherance of the Corporation�s interests; provided, however, that such reimbursement is approved by the Chairman of the Board of Directors.

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(i)������������������������������������ Registration Fees and Professional Dues. The Corporation shall reimburse Cantwell for registration fees for such professional licenses and certifications as are required in the performance of his duties under this Agreement or to maintain his status as a certified public account, including certified public accountant registration fees for the States of New Jersey and New York.� In addition, the Corporation agrees to pay dues and expenses to professional associations and societies and to such community and service organizations of which Cantwell is a member provided such dues and expenses are approved by the Chairman of the Board of Directors as being in the best interests of the Corporation.

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(j)����������������������������������� Life Insurance. The Corporation shall provide Cantwell with life insurance coverage on the same terms as such coverage is provided to all other executive employees of the Corporation.

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(k)�������������������������������� Business Expenses. The Corporation shall reimburse Cantwell for reasonable expenses incurred by him in connection with the conduct of business of the Corporation and its subsidiaries or other Affiliates.

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7.������������������������������������� Termination Without Cause.

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(a)�������������������������������� By the Corporation. The Corporation may, in its discretion, terminate Cantwell�s employment hereunder without cause at any time upon sixty (60) days prior written notice or at such later time as may be specified in said notice (the date of termination set forth in such notice is herein referred to as the �Termination Date�).� Except as otherwise provided in this Agreement, after such termination, all rights, duties and obligations of both parties shall cease.

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(i)������������������������������������ Upon the termination of employment pursuant to subparagraph (a)�above, subject to the terms in subparagraph (ii)�and Section�9 below and the requirements of Section�10 below, in addition to all accrued and vested benefits payable under the Corporation�s employment and benefit policies, including, but not limited to, unpaid Annual Bonus Awards and any other incentive compensation awards earned under the Annual Bonus Plan or any other incentive compensation plan for any completed performance periods, Cantwell shall be provided with the following Salary Continuation and Other Benefits (as defined below) for a period of two (2)�years (the �Severance Period�):� (1)�salary continuation payments for each year of the Severance Period in an amount per year equal to 200% of his then current annual base salary (�Salary Continuation�), which Salary Continuation shall be paid in the same manner and pursuant to the same payroll procedures that were in effect prior to the effective date of termination commencing on the Corporation�s first payroll date following the Termination Date; (2)�continuation of medical, dental, life insurance and disability insurance for him, his spouse and his dependents, during the Severance Period, as in effect on the effective date of termination (�Other Benefits�), or if the continuation of all or any of the Other Benefits is not available because of his status as a terminated employee, a payment equal to the market value of such excluded Other Benefits; (3)�if allowable under the Corporation�s qualified pension plan in effect

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on the date of termination, credit for additional years of service during the Severance Period; and (4)�outplacement services of an independent third party, mutually satisfactory to both parties, until the earlier of one year after the effective date of termination, or until he obtains new employment; the cost for such service will be paid in full by the Corporation.

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(ii)��������������������������������� Subject to Section�10 below, in the event Cantwell accepts other employment during the Severance Period, the Corporation shall continue the Salary Continuation in force until the end of the Severance Period. All Other Benefits described in subparagraph (i)(2)�and the benefit set forth in (i)(3), other than all accrued and vested benefits payable under the Corporation�s employment and benefit policies, shall cease.

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(iii)������������������������������ Cantwell shall not be required to seek or accept any other employment. Rather, the election of whether to seek or accept other employment shall be solely within Cantwell�s discretion. If during the Severance Period Cantwell is receiving all or any part of the benefits set forth in subparagraph (i)�above and he should die, then Salary Continuation remaining during the Severance Period shall be paid fully and completely to his spouse or such individual designated by him or if no such person is designated to his estate.

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(b)�������������������������������� Release. The obligation of the Corporation to provide the Salary Continuation and Other Benefits described in subparagraph (a)�above is contingent upon and subject to the execution and delivery by Cantwell of a general release, in form and substance satisfactory to Cantwell and the Corporation.� The Corporation will provide Cantwell with a copy of a general release satisfactory to the Corporation simultaneously with or as soon as administratively practicable following the delivery of the notice of termination provided in Section�7(a), or at or as soon as administratively practicable following the expiration of the Corporation�s right to cure provided in Section�7(d)�or Section�9, but not later than twenty-one (21) days before the date payments are required to be begin under Section�7(a).� Cantwell shall deliver the executed release to the Corporation eight days before the date payments are required to begin under Section�7(a).

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Without limiting the foregoing, such general release shall provide that for and in consideration of the above Salary Continuation and Other Benefits, Cantwell releases and gives up any and all claims and rights ensuing from his employment and termination with the Corporation, which he may have against the Corporation, a subsidiary or other Affiliate, their respective trustees, officers, managers, employees and agents, arising from or related to his employment and/or termination.� This releases all claims, whether based upon federal, state, local or common law, rules�or regulations.� Such release shall survive the termination or expiration of this Agreement.

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(c)��������������������������������� Voluntary Termination.� Should Cantwell in his discretion elect to terminate this Agreement, he shall give the Corporation at least sixty (60) days prior written notice of his decision to terminate. Except as otherwise provided in this Agreement, at the end of the sixty (60) day notice period, all rights, duties and obligations of both parties to the Agreement shall cease, except for any and all accrued and vested benefits under the Corporation�s existing employment and benefit policies, including but not limited to, unpaid incentive compensation awards earned under the Annual Bonus Plan or any other incentive compensation plan for any completed performance periods. At any time during the sixty (60) day notice period, the

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Corporation may pay Cantwell for the compensation owed for said notice period and in any such event Cantwell�s employment termination shall be effective as of the date of the payment.

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(d)�������������������������������� Alteration of Duties.� If the Board of Directors of the Corporation in its sole discretion takes action which substantially changes or alters Cantwell�s authority or duties so as to effectively prevent him from performing the duties of the President and Chief Executive Officer as defined in this Agreement, or requires that his office be located at and/or principal duties be performed at a location more than forty-five (45) miles from the present Corporation office located in Parsippany, New Jersey, then Cantwell may, at his option and upon written notice to the Board of Directors within thirty (30) days after the Board�s action, consider himself terminated without cause and entitled to the benefits set forth in Section�7(a), unless within thirty (30) days after delivery of such notice, Cantwell�s duties have been restored.

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(e)��������������������������������� Disability.

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(i)������������������������������������ The Corporation, in its sole discretion, may terminate Cantwell�s employment upon his Total Disability. In the event he is terminated pursuant to this subparagraph, he shall be entitled to the benefits set forth in Section�7(a), provided however, that the annual base salary component of Salary Continuation shall be reduced by any amounts paid to Cantwell under any disability benefits plan or insurance policy. For purposes of this Agreement, the term �Total Disability� shall mean death or any physical or mental condition which prevents Cantwell from performing his duties under this contract for at least four (4)�consecutive months. The determination of whether or not a physical or mental condition would prevent Cantwell from the performance of his duties shall be made by the Board of Directors in its discretion. If requested by the Board of Directors, Cantwell shall submit to a mental or physical examination by an independent physician selected by the Corporation and reasonably acceptable to him to assist the Board of Directors in its determination, and his acceptance of such physician shall not be unreasonably withheld or delayed.� Failure to comply with this request shall prevent him from challenging the Board�s determination.

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(f)���������������������������������� Retirement. The Corporation, in its sole discretion, may establish a retirement policy for its executive employees, including Cantwell, which includes the age for mandatory retirement from employment with the Corporation. Upon the termination of employment pursuant to such retirement policy, all rights and obligations under this Agreement shall cease, except that Cantwell shall be entitled to any and all accrued and vested benefits under the Corporation�s existing employment and benefits policies, including but not limited to unpaid incentive compensation awards earned under the Annual Bonus Plan or any other incentive compensation plan for any completed performance periods.

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(g)��������������������������������� Section�280G.� Notwithstanding any other provision of this Agreement, in the event that the amount of payments or other benefits payable to Cantwell under this Agreement (including, without limitation, the acceleration of any payment or the accelerated vesting of any payment or other benefit), together with any payments, awards or benefits payable under any other plan, program, arrangement or agreement maintained by the Corporation or one of its Subsidiaries or other Affiliates, would constitute an �excess parachute payment� (within the meaning of Section�280G of the Internal Revenue Code of 1986, as amended (the �Code�)), such payments and benefits shall be reduced (by the minimum possible amounts) in the order set forth

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below until no amount payable to Cantwell under this Agreement or otherwise constitutes an �excess parachute payment� (within the meaning of Section�280G of the Code); provided, however, that no such reduction shall be made if the net after-tax amount (after taking into account federal, state, local or other income, employment and excise taxes) to which Cantwell would otherwise be entitled without such reduction would be greater than the net after-tax amount (after taking into account federal, state, local or other income, employment and excise taxes) to Cantwell resulting from the receipt of such payments and benefits with such reduction. If any payments or benefits payable to Cantwell are required to be reduced pursuant to this Section, such payments and/or benefits to Cantwell shall be reduced in the following order: first, payments that are payable in cash, with amounts that are payable last reduced first; second, payments due in respect of any equity or equity derivatives included at their full value under Section�280G (rather than their accelerated value); third, payments due in respect of any equity or equity derivatives valued at accelerated value under Section�280G, with the highest values reduced first (as such values are determined under Treasury Regulation Section�1.280G-1, Q&A 24); and fourth, all other non-cash benefits.

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All determinations required to be made under this Section�7(g), including whether a payment would result in an �excess parachute payment� and the assumptions to be utilized in arriving at such determinations, shall be made by an accounting firm designated by the Corporation (the �Accounting Firm�) which shall provide detailed supporting calculations both to the Corporation and Cantwell as requested by the Corporation or Cantwell.� All fees and expenses of the Accounting Firm shall be borne solely by the Corporation and shall be paid by the Corporation. Absent manifest error, all determinations made by the Accounting Firm under this Section�7(g)�shall be final and binding upon the Corporation and Cantwell.

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8.������������������������������������� Termination for Cause. Cantwell�s employment under this Agreement may be terminated by the Corporation, immediately upon written notice in the event and only in the event of the following conduct:� conviction of a felony or any other crime involving moral turpitude, whether or not relating to Cantwell�s employment; habitual unexcused absence from the facilities of the Corporation; habitual substance abuse; willful disclosure of material confidential information of the Corporation and/or its subsidiaries or other Affiliates; intentional violation of conflicts of interest policies established by the Board of Directors; wanton or willful failure to comply with the lawful written directions of the Board or other superiors; and willful misconduct or gross negligence that results in damage to the interests of the Corporation and its subsidiaries or other Affiliates. Should any of these situations occur, the Board of Directors will provide Cantwell written notice specifying the effective date of such termination. Upon the effective date of such termination, any and all payments and benefits due Cantwell under this Agreement shall cease except for any accrued and vested benefits payable under the Corporation�s employment and benefit policies, including any unpaid amounts owed under the Annual Bonus Plan or any other incentive compensation plan.

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9.������������������������������������� Major Transaction. If, during the Term, the Corporation consummates a Major Transaction and Cantwell is not the President and Chief Executive Officer with duties and responsibilities substantially equivalent to those described herein and/or is not entitled to substantially the same benefits as set forth in this Agreement, then Cantwell shall have the right to terminate his employment under this Agreement and shall be entitled to the benefits set forth in Section�7(a).� Cantwell shall provide the Corporation with written notice of his desire to

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terminate his employment under this Agreement pursuant to this Section�within ninety (90) days of the effective date of the Major Transaction and the Severance Period shall commence as of the effective date of the termination of this Agreement, provided the Corporation has not corrected the basis for such notice within thirty (30) days after delivery of such notice and further provided that the effective date of termination of this Agreement shall not be more than one year following the effective date of the Major Transaction.� For purposes of this Section, �Major Transaction� shall mean the sale of all or substantially all of the assets of the Corporation, or a merger, consolidation, sale of stock or similar transaction or series of related transactions whereby a third party (including a �group� as defined in Section�13(d)(3)�of the Securities Exchange Act of 1934, as amended) acquires beneficial ownership, directly or indirectly, of securities of the Corporation representing over fifty percent (50%) of the combined voting power of the Corporation; provided, however, that a Major Transaction shall not in any event include a direct or indirect public offering of securities of the Corporation, its parent or other Affiliates.

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10.������������������������������ Non-Competition.� Cantwell agrees that during (i)�the Term; (ii)�the one (1)�year period following the effective date of termination of this Agreement by Cantwell pursuant to Section�7(c)�(Voluntary Termination); and (iii)�the one (1)�year period following the effective date of termination by the Corporation pursuant to Section�8 (Termination For Cause), he shall not, directly or indirectly, be employed or otherwise engaged to provide services to any food manufacturer operating in the United States of America which is directly competitive with any significant activities conducted by the Corporation or its subsidiaries or other Affiliates whose principal business operations are in the United States of America.� Cantwell agrees that his entitlement to the benefits set forth in Section�7(a)�above is contingent upon his compliance with the requirements of this Section.

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11.������������������������������ Confidentiality of Information. Cantwell recognizes and acknowledges that during his employment by the Corporation, he will acquire certain proprietary and confidential information relating to the business of the Corporation and its subsidiaries or other Affiliates (the �Information�). Cantwell agrees that during the term of his employment under this Agreement and thereafter, for any reason whatsoever, he shall not, directly or indirectly, except in the proper course of exercising his duties under this Agreement, use for his or another third party�s benefit, disclose, furnish, or make available to any person, association or entity, the Information. In the event of a breach or threatened breach by Cantwell of the provisions of this Section, the Corporation shall be entitled to an injunction restraining him from violating the provisions of this Section. Notwithstanding the foregoing, nothing contained herein shall be construed as prohibiting the Corporation from pursuing any other remedies available to it for such breach or threatened breach. For purposes of this Section, �Information� includes any and all verbal or written materials, documents, information, products, recipes, formulas, processes, technologies, programs, trade secrets, customer lists or other data relating to the business, and operations of the Corporation and/or its subsidiaries or other Affiliates.

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12.������������������������������ Superseding Agreement. This Agreement constitutes the entire agreement between the parties and contains all the agreements between them with respect to the subject matter hereof. It also supersedes any and all other agreements or contracts, either oral or written, between the parties with respect to the subject matter hereof.

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13.������������������������������ Agreement Amendments.� Except as otherwise specifically provided, the terms and conditions of this Agreement may be amended at any time by mutual agreement of the parties, provided that before any amendment shall be valid or effective, it shall have been reduced to writing, approved by the Board of Directors or the Compensation Committee of the Board of Directors, and signed by the Chairman of the Board of Directors, the Chairman of the Compensation Committee, the Chief Financial Officer (provided Cantwell is not then also the Chief Financial Officer), or any other officer of the Corporation authorized to do so by the Board of Directors or the Compensation Committee, and Cantwell.

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14.������������������������������ Invalidity or Unenforceability Provision.� The invalidity or unenforceability of any particular provision of this Agreement shall not affect its other provisions and this Agreement shall be construed in all aspects as if such invalid or unenforceable provision had been omitted.

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15.������������������������������ Binding Agreement; Assignment. This Agreement shall be binding upon and inure to the benefit of the Corporation and Cantwell, their respective successors and permitted assigns. The parties recognize and acknowledge that this Agreement is a contract for the personal services of Cantwell and that this Agreement may not be assigned by him nor may the services required of him hereunder be performed by any other person without the prior written consent of the Corporation.

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16.������������������������������ Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be construed and enforced under and in accordance with the laws of the State of New Jersey, without regard to conflicts of law principles.� Anything in this Agreement to the contrary notwithstanding, the terms of this Agreement shall be interpreted and applied in a manner consistent with the requirements of Code section 409A so as not to subject Cantwell to the payment of any tax penalty or interest under such section.

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17.������������������������������ Enforcing Compliance. If Cantwell needs to retain legal counsel to enforce any of the terms of this Agreement either as a result of noncompliance by the Corporation or a legitimate dispute as to the provisions of the Agreement, then any fees incurred in such expense by Cantwell shall be reimbursed wholly and completely by the Corporation if Cantwell prevails in such legal proceedings.

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18.������������������������������ Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed effective when delivered, if delivered in person, or upon receipt if mailed by overnight courier or by certified or registered mail, postage prepaid, return receipt requested, to the parties at the addresses set forth below, or at such other addresses as the parties may designate by like written notice:

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19.������������������������������ Counterparts.� This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.� A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

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20.������������������������������ Other Terms Relating to Code Section�409A.� Cantwell�s right to Salary Continuation, right to Other Benefits, and right to reimbursements under this Agreement each shall be treated as a right to a series of separate payments under Treasury Regulation section 1.409A-2(b)(2)(iii).

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(a)�������������������������������� Reimbursements.� Any reimbursements made or in-kind benefits provided under this Agreement shall be subject to the following conditions:

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(i)������������������������������������ The reimbursement of any expense shall be made not later than the last day of Cantwell�s taxable year following Cantwell�s taxable year in which the expense was incurred (unless this Agreement specifically provides for reimbursement by an earlier date).� The right to reimbursement of an expense or payment of an in-kind benefit shall not be subject to liquidation or exchange for another benefit.

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(ii)��������������������������������� Any reimbursement made under Section�7(a)(i)(2), 7(d), 7(e)�or 9 for expenses for medical coverage purchased by Cantwell, if made during the period of time Cantwell would be entitled (or would, but for such reimbursement, be entitled) to continuation coverage under the Corporation�s medical insurance plan pursuant to COBRA if Cantwell had elected such coverage and paid the applicable premiums, shall be exempt from Code section 409A and the six-month delay in payment described below pursuant to Treasury Regulation section 1.409A-1(b)(9)(v)(B).

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(iii)������������������������������ Any reimbursement or payment made under Section�7(a)(i)(2), 7(d), 7(e)�or 9 for reasonable expenses for outplacement services for Cantwell shall be exempt from Code section 409A and the six-month delay in payment described below pursuant to Treasury Regulation section 1.409A-1(b)(9)(v)(A).

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(b)�������������������������������� Short-Term Deferrals.� It is intended that payments made under this Agreement due to Cantwell�s termination of employment that are not otherwise subject to Code section 409A, and which are paid on or before the 15th day of the third month following the end of Cantwell�s taxable year in which his termination of employment occurs, shall be exempt from compliance with Code section 409A pursuant to the exemption for short-term deferrals set forth in Treasury Regulation section 1.409A-1(b)(4).

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(c)��������������������������������� Separation Pay Upon Involuntary Termination of Employment.� It is intended that payments made under this Agreement due to Cantwell�s involuntary termination of employment under Section�7(a)(i)(2), 7(d), 7(e)�or 9 that are not otherwise exempt from compliance with Code section 409A, and which are separation pay described in Treasury Regulation section

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1.409A-1(b)(9)(iii), shall be exempt from compliance with Code section 409A to the extent that the aggregate amount does not exceed two times the lesser of (i)�Cantwell�s annualized compensation for his taxable year preceding the taxable year in which his termination of employment occurs and (ii)�the maximum amount that may be taken into account under a qualified plan pursuant to Code section 401(a)(17) for the year in which the termination of employment occurs.

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(d)�������������������������������� Six-Month Delay.� Anything in this Agreement to the contrary notwithstanding, payments to be made under this Agreement upon termination of Cantwell�s employment that are subject to Code section 409A (�Covered Payment�) shall be delayed for six months following such termination of employment if Cantwell is a �specified employee� on the date of his termination of employment.� Any Covered Payment due within such six-month period shall be delayed to the end of such six-month period.� The Corporation will increase the Covered Payment to include interest payable on such Covered Payment at the interest rate described below from the date of Cantwell�s termination of employment to the date of payment.� The interest rate shall be determined as of the date of Cantwell�s termination of employment and shall be the rate of interest then most recently published in The Wall Street Journal as the �prime rate� at large U.S. money center banks.� The Corporation will pay the adjusted Covered Payment at the beginning of the seventh month following Cantwell�s termination of employment. Notwithstanding the foregoing, if calculation of the amounts payable by any payment date specified in this subsection is not administratively practicable due to events beyond the control of Cantwell (or Cantwell�s beneficiary or estate) and for reasons that are commercially reasonable, payment will be made as soon as administratively practicable in compliance with Code section 409A and the Treasury Regulations thereunder.� In the event of Cantwell�s death during such six-month period, payment will be made or begin, as the case may be with respect to a particular payment, in the payroll period next following the payroll period in which Cantwell�s death occurs.

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For purposes of this Agreement, �specified employee� means an employee of the Corporation who satisfies the requirements for being designated a �key employee� under Code section 416(i)(1)(A)(i), (ii)�or (iii), without regard to Code section 416(i)(5), at any time during a calendar year, in which case such employee shall be considered a specified employee for the twelve-month period beginning on the next succeeding April�1.

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[Signatures on Next Page]

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IN WITNESS WHEREOF, the Corporation and Cantwell have executed this Agreement as of the day and year first above written.

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Exhibit�10.2

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[FORM�OF] STOCK OPTION AGREEMENT
Pursuant to the B&G Foods 2008 Omnibus Incentive Compensation Plan
(Non-Qualified Stock Option)

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B&G Foods,�Inc. (�B&G Foods�) has granted to ���������������������������������������� (�you�), an option (the �Option�) to purchase the number of shares of the Company�s Common Stock, par value $0.01 per share (the �Common Stock�) shown in Section�1(b)�below (the �Shares�) at the Exercise Price per share shown in Section�1(e)�below.� The Option has been granted pursuant to the B&G Foods 2008 Omnibus Incentive Compensation Plan (as amended, supplemented or otherwise modified from time to time, the �Plan�) and is subject to the terms and conditions of the Plan and this this Stock Option Agreement under the Plan (the �Agreement�). Unless otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Plan.

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The details of your Option are as follows:

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1.������������������������������������� General Grant Information.

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(a)�������������������������������� Grant Date:� ����������������������������.

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(b)�������������������������������� Shares:� ����������������������������.

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(c)��������������������������������� Vesting Date:� ����������������������������.

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(d)�������������������������������� Expiration Date:� ����������������������������.

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(e)��������������������������������� Exercise Price:� $������������������������������.

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(f)���������������������������������� Option Type:� Non-Qualified Stock Option (NQSO).

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2.������������������������������������� Term.� The term of the Option commences on the Grant Date set forth in Section�1(a)�above and, unless it expires earlier due to your Separation from Service as provided in Section�5 below, the Option will expire at the close of business on the Expiration Date set forth in Section�1(d)�above.

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3.������������������������������������� Vesting.� The Option will become vested and exercisable with respect to all Shares on the Vesting Date set forth in Section�1(c).

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4.������������������������������������� Manner of Exercising Option.

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(a)�������������������������������� In order to exercise this option with respect to all or any part of the Shares for which the Option is at the time exercisable, you (or in the case of exercise after your death, your executor, administrator, heir or beneficiary, as the case may be) must take the following actions:

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(i)������������������������������������ provide the Chief Financial Officer of the Company with written notice on a form approved by the Committee of such exercise, specifying the number of Shares with respect to which the option is being exercised, or provide the Chief Financial Officer of the Company or such third party involved in administering the Plan as the Company may designate

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from time to time with electronic notice of such exercise, specifying the number of Shares with respect to which the option is being exercised.

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(ii)��������������������������������� pay the Exercise Price for the purchased Shares in one or more of the following alternative forms to the extent permitted by applicable laws and regulations:

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(A)������������������������������ full payment at the time the Option is exercised in cash or by certified or bank check payable to the Company�s order;

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(B)������������������������������ by delivery to the Company of other shares of Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby you identify for delivery specific shares that have a Fair Market Value on the date of attestation equal to the Exercise Price (or portion thereof) and receive a number of shares equal to the difference between the number of shares thereby purchased and the number of identified attestation shares (a �Stock for Stock Exchange�);

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(C)������������������������������ through a �cashless exercise program� established with a broker;

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(D)������������������������������ by reduction in the number of shares otherwise deliverable upon exercise of such Option with a Fair Market Value equal to the aggregate Exercise Price at the time of exercise;

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(E)������������������������������� by any combination of the foregoing methods; or

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(F)�������������������������������� in any other form of legal consideration that may be acceptable to the Committee; and

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(iii)������������������������������ furnish to the Company appropriate documentation that the person or persons exercising the Option, if other than you, have the right to exercise the Option.

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(b)�������������������������������� In no event may the Option be exercised for any fractional share.

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(c)��������������������������������� Notwithstanding anything in this Agreement to the contrary, in the event of your death within ninety (90) days before the Expiration Date, if your estate or designated beneficiary does not exercise your vested options, then, provided the exercise price of your vested options is less than the then Fair Market Value of the Common Stock on the first business day immediately preceding the Expiration Date, then your estate or designated beneficiary will be deemed to have exercised the vested options on such date and given permission to the Company to effectuate a �cashless exercise� through a broker-dealer sale procedure pursuant to which a broker selected by the Company will be provided irrevocable written instructions to effect the immediate sale of all of the Shares underlying the Option and remit to the Company, out of the sale proceeds, an amount equal to the aggregate Exercise Price payable for the purchased shares plus all applicable federal, state and local income and employment taxes required to be withheld by the Company by reason of such purchase. The remaining sales proceeds will be transferred to your estate or beneficiary, as applicable.

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5.������������������������������������� Effect of Separation from Service.

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(a)�������������������������������� Retirement, Disability or Death.� If you have a Separation from Service due to retirement, Disability or death, the unexercised and vested portion of the Option will remain exercisable by you or your successors, as the case may be, until the earlier of the end of the 180-day period immediately following your Separation from Service or the last day of the term of the

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Option.� Such portion of the Option shall terminate to the extent not exercised within such period.� Any unvested portion of the Option will immediately terminate and be forfeited upon such Separation from Service.� If you die after your Separation from Service and at a time when all or a portion of the Option remains exercisable, your estate or designated beneficiary can exercise that portion of the option that remains exercisable for the 180-day period following your death (but not beyond the Expiration Date). Any portion of the option that is not exercised by the end of the 180-day period will automatically terminate and be forfeited.� Notwithstanding the foregoing, special exercise provisions will apply (in accordance with Section�4(d)�above) if your death occurs within ninety (90) days before the Expiration Date and your estate or designated beneficiary does not elect to exercise your vested options on or before the first business day immediately preceding the Expiration Date.

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(b)�������������������������������� Termination for Cause.� If you have a Separation from Service due to a termination by the Company for Cause, the vested and unvested portions of the Option will immediately expire on the date of such Separation from Service.

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(c)��������������������������������� Other Separation from Service.�� If you have a Separation from Service as a result of any reason other than retirement, Disability, death or for Cause, any unexercised and vested portion of the Option will remain exercisable until the earlier of the end of the 90-day period immediately following such Separation from Service or the last day of the term of the Option.� Such portion of the Option shall terminate to the extent not exercised within such 90-day period.� Any unvested portion of the Option will terminate and will be forfeited upon such Separation from Service.

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6.������������������������������������� Effect of Change of Control.

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(a)�������������������������������� Accelerated Vesting.� If a Change in Control, as defined in the Plan, should occur, notwithstanding any provision of the Plan or this Agreement to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to the Option.� To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which allows you the ability to participate in the Change in Control with respect to the shares of Common Stock received.

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(b)�������������������������������� Cash-Out.� If a Change in Control should occur, the Committee may, in its discretion, cancel the Option and pay to you an amount equal to the excess, if any, of the Fair Market Value of the Common Stock as of the date of the Change in Control over the Exercise Price of the Option. Notwithstanding the foregoing, if at the time of a Change in Control the Exercise Price of the Option equals or exceeds the price paid for a share of Common Stock in connection with the Change in Control, the Committee may cancel the Option without the payment of consideration therefor.

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7.������������������������������������� Other Conditions of Plan Apply.� This Agreement and the option evidenced hereby is subject to all of the remaining terms and conditions of the Plan, including but not limited to the provisions relieving the Company of any obligation to issue Shares until all applicable securities laws have been complied with.� Any inconsistency between this Agreement and the Plan will be resolved in favor of the Plan.� The Plan is administered and interpreted by the Committee, whose determinations are final and binding on all persons concerned.

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8.������������������������������������� Taxes and Tax Withholding.� Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (�Tax-Related Items�), the ultimate liability for all Tax-Related Items is and remains your responsibility and the Company (a)�makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the Option or the subsequent sale of any Shares

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acquired on exercise; and (b)�does not commit to structure the Option to reduce or eliminate your liability for Tax-Related Items.� Prior to the issuance of Shares upon the exercise of the Option, you must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the Company. You may satisfy any federal, state or local tax withholding obligation relating to the exercise of the Option by any of the following means:

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(a)�������������������������������� tendering a cash payment;

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(b)�������������������������������� authorizing the Company to withhold shares of Common Stock from the Shares otherwise issuable to you as a result of the exercise of the Option; provided, however, that no Shares are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or

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(c)��������������������������������� delivering to the Company previously owned and unencumbered shares of Common Stock.

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The Company has the right to withhold from any compensation paid to you.

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9.������������������������������������� No Employment Contract.� This Agreement is not an employment contract, and it does not create or evidence any right to continued employment by B&G Foods.� Unless you have a separate, specific agreement, in writing, expressly on the subject, you remain employed at will, which means that either you or B&G Foods can terminate your employment at any time.

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10.������������������������������ Discretionary Nature of Plan; No Guarantee of Future Awards.� The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Option in this Agreement does not create any contractual right or other right to receive any Options or other Awards in the future. Future Awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of your employment with the Company.

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11.������������������������������ No Rights as Stockholder.� You will not be considered a stockholder of the Company with respect to the Shares unless and until you have exercised the option, paid the Exercise Price and the Shares have been duly issued to you.

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12.������������������������������ Transfer Restrictions.� You may not sell, give or otherwise transfer any interest in the Option, except that the Option may be assigned or otherwise transferred by you in the following circumstances: (i)�by will or the laws of descent and distribution; (ii)�by valid beneficiary designation taking effect at death made in accordance with procedures established by the Committee; or (iii)�by gift to members of your immediate family.� Any Option held by a transferee will continue to be subject to the same terms and conditions that were applicable to the Option immediately prior to the transfer, except that the Option will be transferable by the transferee only by will or the laws of descent and distribution and may be exercised only by the transferee.� For purposes of the above, �immediate family� means your children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half brother and sisters), nieces, nephews, in-laws, including adoptive relationships, any person sharing your household (other than a tenant or employee), a trust in which these persons have the sole beneficial ownership, a foundation in which you or these persons control the management of assets, and any other entity in which you or these persons own 100% of the voting interests.� In addition, any transfer of the Option to an immediate family member is subject to the following conditions:� (a)�you must immediately provide notice to the Company of such transfer and provide such information about the transferee as the Company may request (including, but not limited to, name of transferee, address of transferee, and taxpayer identification number); (b)�he transferee may not make any subsequent transfer (except by will or the laws of descent and distribution); (c)�any Shares issued to a transferee upon exercise may bear such legends as deemed appropriate by the Company; (d)�the Company has no obligation to deliver any Shares

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following an exercise until all applicable withholding taxes are satisfied; (e)�you agree to deliver a copy of this Agreement, including any amendments thereto, to the transferee. Any attempted assignment or other transfer by you or your successor in interest after your death of any interested in the Option other than as permitted above may immediately become null and void and of no further validity, at the discretion of the Committee.

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13.������������������������������ Notices.� Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at the Company�s principal corporate offices.� Any notice required to be delivered to you under this Agreement shall be in writing and addressed to you at your address as shown in the records of the Company.� Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

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14.������������������������������ Governing Law.� To the extent that federal laws do not otherwise control, the validity and construction of this Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, but without giving effect to the choice of law principles thereof.

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15.������������������������������ Severability and Interpretation.� If any provision of this Agreement is held invalid by a court of competent jurisdiction, then the remaining provisions shall nonetheless be enforceable in accordance with their terms.� Further, if any provision is held to be overbroad as written, then such provision shall be deemed amended to narrow its application to the extent necessary to make the provision enforceable according to applicable law and shall be enforced as amended.

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16.������������������������������ Counterparts.� This Agreement may be executed in one or more counterparts all of which together shall constitute but one instrument.

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